Loading...
HomeMy WebLinkAboutContract 50069 CITY SECRETARY CITY OF FORT WORTH, TEXASCONTRACTNO. STANDARD AGREEMENT FOR PROFESSIONAL SERVICES This AGREEMENT is between the City of Fort Worth, a Texas home-rule municipality (the "CITY"), and Freese and Nichols, Inc., authorized to do business in Texas, an independent contractor ("Consultant"), for a PROJECT generally described as: Flood Study Review Services. Article I Scope of Services (1) Consultant hereby agrees to perform as an independent contractor the services set forth in the Scope of Services attached hereto as Attachment "A". (2) Additional services, if any, will be requested in writing by the City. City shall not pay for any work performed by Consultant or its subconsultants, subcontractors and/or suppliers that has not been ordered in writing. It is specifically agreed that Consultant shall not be compensated for any alleged additional work resulting from oral orders of any person. Article II Compensation Consultant shall be compensated in accordance with the Fee Schedule shown in Attachment "B". Payment shall be considered full compensation for all labor, materials, supplies, and equipment necessary to complete the services described in Attachment "A". However, the total fee paid by the City shall not exceed a total of Twenty-Five Thousand Dollars ($25,000) unless the City and the Consultant mutually agree upon a fee amount for additional services and amend this Agreement accordingly. The Consultant shall provide monthly invoices to the City. Payment for services rendered shall be due within thirty (30) days of the uncontested performance of the particular services so ordered and receipt by City of Consultant's invoice for payment of same. Acceptance by Consultant of said payment shall operate as and shall release the City from all claims or liabilities under this Agreement for anything related to, done, or furnished in connection with the services for which payment is made, including any act or omission of the City in connection with such services. �2p11 SEC � oR�H Ci{y 0,P orth,Texas Standard Agreement for Professional Services PMO Official Release Date:XX/XX/2017 Page 1 of a OFFICIAL RECORD CITY EHCRLITARY Py.WORTH, TX Article III Term Unless terminated pursuant to the terms herein, this Agreement shall be for a term of twelve months, beginning upon the date of its execution, or until the completion of the subject matter contemplated herein, whichever occurs last. Article IV Independent Contractor Consultant shall operate hereunder as an independent contractor, and not as an officer, agent, servant, or employee of the City. Consultant shall have exclusive control of and the exclusive right to control the details of its work to be performed hereunder and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors and subcontractors. The doctrine of respondent superior shall not apply as between City and Consultant, its officers, agents, employees, contractors, and subcontractors, and nothing herein shall be construed as creating a partnership or joint venture between City and Consultant. Article V Professional Competence and Indemnification (1) Work performed by Consultant shall comply in all aspects with all applicable local, state and federal laws and with all applicable rules and regulations promulgated by the local, state and national boards, bureaus and agencies. Approval by the City shall not constitute or be deemed to be a release of the responsibility and liability of Consultant or its officers, agents, employees, contractors and subcontractors for the accuracy and competency of its services performed hereunder. (2) In accordance with Texas Local Government Code Section 271.904, the Consultant shall indemnify, hold harmless, and defend the City against liability for any damage caused by or resulting from an act of negligence, intentional tort, intellectual property infringement, or failure to pay a subcontractor or supplier committed by the Consultant or Consultant's agent, consultant under contract, or another entity over which the Consultant's exercises control. City of Fort Worth,Texas Standard Agreement for Professional Services PMO Official Release Date:XX/XX/2017 Page 2 of 8 Article VI Insurance (1) Consultant shall not commence work under this Agreement until it has obtained all insurance required under this Article and the City has approved such insurance, nor shall Consultant allow any subcontractor to commence work on its subcontract until all similar insurance of the subcontractor has been so obtained and approval given by the City; provided, however, Consultant may elect to add any subconsultant as an additional insured under its liability policies. Commercial General Liability $1,000,000 each occurrence $1,000,000 aggregate Automobile Liability $1,000,000 each accident (or reasonably equivalent limits of coverage if written on a split limits basis). Coverage shall be on any vehicle used in the course of the Project. Worker's Compensation Coverage A: statutory limits Coverage B: $100,000 each accident $500,000 disease - policy limit $100,000 disease - each employee (2) Additional Insurance Requirements a. Except for employer's liability insurance coverage under Consultant's worker's compensation insurance policy, the City, its officers, employees and servants shall be endorsed as an additional insured on Consultant's insurance policies. b. Certificates of insurance shall be delivered to the Stormwater Management Division, Attention: Clair Davis, 200 Texas Street, Fort Worth, TX 76102, prior to commencement of work. c. Any failure on part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirements specified herein. d. Each insurance policy shall be endorsed to provide the City a minimum thirty days notice of cancellation, non-renewal, and/or material change in policy terms or coverage. A ten days notice shall be acceptable in the event of non-payment of premium. e. Insurers must be authorized to do business in the State of Texas and have a current A.M. Best rating of A: VII or equivalent measure of financial strength and solvency. City of Fort Worth,Texas Standard Agreement for Professional Services PMO Official Release Date:XX/XX/2017 Page 3 of 8 f. Other than worker's compensation insurance, in lieu of traditional insurance, City may consider alternative coverage or risk treatment measures through insurance pools or risk retention groups. The City must approve in writing any alternative coverage. g. Workers' compensation insurance policy(s) covering employees employed on the Project shall be endorsed with a waiver of subrogation providing rights of recovery in favor of the City. h. City shall not be responsible for the direct payment of insurance premium costs for Consultant's insurance. L Consultant's insurance policies shall each be endorsed to provide that such insurance is primary protection and any self-funded or commercial coverage maintained by City shall not be called upon to contribute to loss recovery. j. In the course of the Agreement, Consultant shall report, in a timely manner, to City's officially designated contract administrator any known loss occurrence which could give rise to a liability claim or lawsuit or which could result in a property loss. k. Consultant's liability shall not be limited to the specified amounts of insurance required herein. I. Upon the request of City, Consultant shall provide complete copies of all insurance policies required by these Agreement documents. Article VII Transfer or Assignment City and Consultant each bind themselves, and their lawful successors and assigns, to this Agreement. Consultant, its lawful successors and assigns, shall not assign, sublet or transfer any interest in this Agreement without prior written consent of the City. Article VIII Termination of Contract (1) City may terminate this Agreement for its convenience on 30 days' written notice. Either the City or the Consultant for cause may terminate this Agreement if either Party fails substantially to perform through no fault of the other and does not commence correction of such nonperformance with 5 days of written notice and diligently complete the correction thereafter (2) If City chooses to terminate this Agreement under Article 8, upon receipt of notice of termination, Consultant shall discontinue services rendered up to the date of such termination and City shall compensate Consultant based upon calculations in Article 2 of this Agreement and Exhibit 'B" attached hereto and incorporated herein. City of Fort Worth,Texas Standard Agreement for Professional Services PMO Official Release bate:XX/XX/2017 Page 4 of 8 (3) All reports, whether partial or complete, prepared under this Agreement, including any original drawings or documents, whether furnished by the City, its officers, agents, employees, consultants, or contractors, or prepared by Consultant, shall be or become the property of the City, and shall be furnished to the City prior to or at the time such services are completed, or upon termination or expiration of this Agreement. Article IX Right to Audit (1) Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Consultant involving transactions relating to this Agreement. Consultant agrees that the City shall have access during normal working hours to all necessary facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Consultant reasonable advance notice of intended audits. (2) Consultant further agrees to include in all its subcontracts hereunder, a provision to the effect that the subcontracting consultant agrees that the City shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers and records of such, sub-consultant, involving transactions to the subcontract, and further, that City shall have access during normal working hours to all sub- consultant facilities, and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this article. City shall give Consultant and any sub-consultant reasonable advance notice of intended audit. (3) Consultant and sub-consultants agree to photocopy such documents as may be requested by the City. The City agrees to reimburse Consultant for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. City of Fort Worth,Texas Standard Agreement for Professional Services PMO Official Release Date:XX/XX/2017 Page 5 of 8 Article X Observe and Comply Consultant shall at all times observe and comply with all federal, state, and local laws and regulations and with all. City ordinances and regulations which in any way affect this Agreement and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance thereof shall be considered. Consultant agrees to defend, indemnify and hold harmless City and all of its officers, agents and employees from and against all claims or liability arising out of the violation of any such order, law, ordinance, or regulation, whether it be by itself or its employees. Article XI Venue and Jurisdiction If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. Article XII Contract Construction The Parties acknowledge that each party and, if it so chooses, its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party must not be employed in the interpretation of this Agreement or any amendments or exhibits hereto. Article XIII Severability The provisions of this Agreement are severable, and if any word, phrase, clause, sentence, paragraph, section or other part of this Agreement or the application thereof to any person or circumstance shall ever be held by any court of competent jurisdiction to be invalid or unconstitutional for any reason, the remainder of this Agreement and the application of such word, phrase, clause, sentence, paragraph, section, or other part of this Agreement to other persons or circumstances shall not be affected thereby and this Agreement shall be construed as if such invalid or unconstitutional portion had never been contained therein. Article XIV City of Fort Worth,Texas Standard Agreement for Professional Services PMO Official Release Date:XX/XX/2017 Page 6 of 8 Notices Notices to be provided hereunder shall be sufficient if forwarded to the other Party by hand-delivery or via U.S. Postal Service certified mail return receipt requested, postage prepaid, to the address of the other Party shown below: City of Fort Worth Attn: Clair Davis, P.E. 200 Texas Street Fort Worth, Texas 76102 Consultant: Freese and Nichols, Inc. Attn: Chris Moss, P.E. 4055 International Plaza, Suite 200 Fort Worth, Texas 76109 Article XV Headings The headings contained herein are for the convenience in reference and are not intended to define or limit the scope of any provision of this Agreement. City of Fort Worth,Texas Standard Agreement for Professional Services PMO Official Release Date:XX/XX/2017 Page 7 of 8 Article XVI Counterparts This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute but one and the same instrument. Executed and effective this the ( day of ei 2017. BY: BY: CITY OF FORT WORTH ENGINEER Freese and Nichols, Inc. Kelly Dillard, P.E. Assistant City Manager Vice President Date: Date: ( � APPROrVAL RECOMMENDED: By: DouOransportation ersi , P.E. Dire and Public Works APPROVED AS TO FORM AND LEGALITY M&C No.: N By: Q294M&C Date: Douglas W. Black Assistant City Attorney ATTEST: > �F FQR?'� Mary ay City S cretary � o S'xp, : City of f=ort Worm,Texas Iw Standard Agreement fw Professional Services PMO Official Release Date:XX/XX/2017 OFFICIAL RECORD 8 of 8 CITY SECRETARY FT. WORTH,TX Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract,including ensuring all performance and reporting requirements. Name of Employee/Signature Title This form is N/A as No City Funds are associated with this Contract Printed Name Signature PROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTTING ISRAEL Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Contractor certifies that Contractor's signature provides written verification to the City that Contractor: (l) does not boycott Israel; and (2) will not boycott Israel during the term of the cq Ct, Signat e Title Date ATTACHMENT "A" Flood Study Review Assistance Services City Project No. The scope set forth herein defines the work to be performed by the ENGINEER in completing the project. Both the CITY and ENGINEER have attempted to clearly define the work to be performed and address the needs of the Project. OBJECTIVE Freese and Nichols, Inc. (FNI) (ENGINEER) will provide assistance in reviewing reports and hydrologic and hydraulic studies in support of Floodplain Development Permit applications for the City of Fort Worth Department of Transportation and Public Works, Stormwater Management Division. WORK TO BE PERFORMED Task 1. Management Task 2. Task Order Implementation Task 3. Flood Study Review TASK 1. MANAGEMENT. ENGINEER will manage the work outlined in this scope to ensure efficient and effective use of ENGINEER's and CITY's time and resources. ENGINEER will manage change, communicate effectively, coordinate internally and externally as needed, and proactively address issues with the CITY's Floodplain Administrator (FPA) and others as necessary to make progress on the work. 1.1. Managing the Review Process • Lead, manage and direct review activities • Ensure quality control is practiced in performance of the work 1.2. Communications and Reporting • The ENGINEER will maintain a log of all floodplain reviews in a manner approved by the City Project Manager. The log will include project name and number, dates of receipt of plans, review costs, name of review engineer, date of completion of review, and status of review. • At the request of the FPA, the ENGINEER will attend meetings with the Applicant to discuss comments. The Consultant may discuss review comments or meet with Applicants concerning the review project outside of City meetings as necessary to ensure timely and efficient reviews. ENGINEER will provide minutes of the meetings to City Staff as part of the review log or by email. • Prepare invoices, in accordance with Attachment B to this Standard Agreement and submit monthly in the format requested by the CITY. City of Fort Worth,Texas Attachment A PMO Release Date:07/23/2012 Page 1 of 5 DELIVERABLES A. Floodplain Development Review Log. B. Digital copies of all correspondence with Applicants. C. Monthly invoices. D. Monthly progress reports. TASK 2. TASK ORDER IMPLEMENTATION 2.1 Initiate Task Order Request At the request of the FPA (or designated representative), ENGINEER will pick up application to be reviewed from the City. This will be done within one working day of the request. The package will include the information submitted to the City such as plans, computations, reports, geographical information system files, and computer models. The FPA should also provide additional background information needed by the ENGINEER such as other ongoing or previous studies on the affected flooding source. ENGINEER will make digital copies of all submittal materials and return originals to the City FPA. 2.2 Initial Review Comments will be documented in memorandum format including brief commentary and screen shots when appropriate. Review summaries will be electronically transmitted to the City in pdf format. The ENGINEER will be available to discuss comments with city representatives as needed. The FPA will be responsible for providing comments to the Applicants. Initial reviews shall be completed within 7 business days of notification from FPA. 2.5 Subsequent Review Reviews of revised applications will be prepared in the same manner as for initial reviews. Each resubmittal will be completed within 5 business days of notice of resubmittal. 2.6 Project Closeout When all comments have been addressed to the satisfaction of the City, the FPA will notify the ENGINEER and the review will be considered closed. The Consultant will submit a final memorandum to the FPA and update the review log. TASK 3. FLOOD STUDY (FS) REVIEW. 3.1 Initial FS Review FS review generally involves confirmation that appropriate hydrologic and hydraulic modeling has been performed and that adverse impacts will not result from the proposed project in accordance with the City of Fort Worth Floodplain Regulations. Specific items to be reviewed for existing, proposed, and ultimate conditions include drainage area delineations and area computations, proper use of runoff coefficients, if Port Worth,Texas Atta'Whment A Page, placement of hydraulic cross sections, bank stations, channel roughness coefficients, boundary conditions, and confirmation of proposed grading and/or hydraulic structures. When appropriate, hydraulic model parameters and output will be verified and documented using FEMA's Check-RAS tool. For FS reviews involving Corridor Development Certificate (CDC) applications, adopted CDC criteria will also be included in the review effort. DELIVERABLES (Digital format) A. Review Memorandum with Comments (signed and sealed at final version). 3.2 Subsequent FS Reviews Reviews of re-submittals will be prepared in the same manner as for initial reviews. DELIVERABLES (Digital format) A. Review Memorandum with Comments (signed and sealed at final version). City of Fort Worth,Texas Attachment A Page 3 of 3 ATTACHMENT B COMPENSATION FLOOD STUDY Review Services City Project No. Time and Materials with Rate Schedule Project I. Compensation A. The ENGINEER shall be compensated for personnel time, non-labor expenses, and subcontract expenses in performing services enumerated in Attachment A as follows: i. Personnel Time. Personnel time shall be compensated based upon hours worked directly in performing the PROJECT multiplied by the appropriate Labor Category Rate for the ENGINEER's team member performing the work. Labor Category Rate as presented in the rate schedule table below is the rate for each labor category performing the work and includes all direct salaries, overhead, and profit. A summary of current hourly billing rates is provided below: Corporate Project Support- 1 87 Corporate Project Support- 2 105 Corporate Project Support-3 139 Intern/Coop 53 Professional - 1 107 Professional -2 130 Professional -3 146 Professional - 4 169 Professional-5 197 Professional -6 225 Technology Charge 8.50 ii. Non-Labor Expenses. Non-labor expenses shall be reimbursed as Direct Expenses at invoice or internal office cost. Direct Expenses (non-labor) include, but are not limited to, mileage, travel and lodging expenses, mail, supplies, printing and reproduction services, other direct expenses associated with delivery of the work; plus applicable sales, use, value added, business transfer, gross receipts, or other similar taxes. iii. Subcontract Expenses. Subcontract expenses and outside services shall be reimbursed at cost to ENGINEER plus a markup of ten percent (10%). City of Fort Worth,Texas Attachment B Page 1 of 5 B-1 ATTACHMENT B COMPENSATION iv. Budgets. ENGINEER will make reasonable efforts to complete the work within the budget and will keep the City informed of progress toward that end so that the budget or work effort can be adjusted if found necessary. ENGINEER is not obligated to incur costs beyond the indicated budgets, as may be adjusted, nor is the City obligated to pay ENGINEER beyond these limits. If ENGINEER projects, in the course of providing the necessary services that the PROJECT cost presented in Article 2 of this Agreement will be exceeded, whether by change in scope of the project, increased costs or other conditions, the ENGINEER shall immediately report such fact to the City and, if so instructed by the City, shall suspend all work hereunder. When any budget has been increased, ENGINEER's excess costs expended prior to such increase will be allowable to the same extent as if such costs had been incurred after the approved increase. B. The ENGINEER shall be paid monthly payments as described in Section II - Method of Payment. II. Method of Payment A. The ENGINEER shall be paid by the City based upon an invoice created on the basis of statements prepared from the books and records of account of the ENGINEER, based on the actual hours and costs expended by the ENGINEER in performing the work. B. Each invoice shall be verified as to its accuracy and compliance with the terms of this Agreement by an officer of the ENGINEER. C. ENGINEER shall prepare and submit invoices in the format and including content as presented in Exhibit B-1. D. Payment of invoices will be subject to certification by the City that such work has been performed. III. Progress Reports A. The ENGINEER shall prepare and submit to the designated representative of the Transportation and Public Works Department monthly progress reports and schedules in the format required by the City. City of Fort Worth,Texas Attachment B Page 2 of 5 B-2 Attachment B COMPENSATION IV. Summary of Total Project Fees Firm Primary Responsibility Fee Amount % Prime Consultant Freese and Nichols, Inc. Engineering Reviews $25,000.00 100.0% SBE Sub-Consultant N/A(Total Fee < $50,000) Non — M/WBE Consultants N/A TOTAL $25,000.00 100% Project Number and Name Total Fee M/WBE Fee M/WBE % Floodplain Development $25,000.00 N/A N/A Application Review City of Fort Worth,Texas Attachment B Page 3 of 5 B-3 EXHIBIT "B-1" ENGINEER INVOICE (Supplement to Attachment B) Insert required invoice format following this page including negotiated total budget and allocations of budgets across desired work types and work phases. City of Fort Worth,Texas Attachment B Page 4 of 5 B-4 Freese and Nichols,Inc. Invoice-T&PW 40551nternational Plaza,Suite 200 Proj.Invoice No. Fort Worth, TX 76109 Invoice date: Tel:817-735-7300 Period (From-To) Fax: 817-735-7491 DOE No. email.pia@freese.com T&PW Proj No. City Secy.Cont. No. COFW Project Manager Clair Davis,PE Consultant's Project Manager: Christopher Moss,PE Name of Project: ( � DRAINAGE REVIEW ASSISTANCE Work Phase STORM DRAINAGE Revised Amt. Orig.Amount incl.Amendment OAAO Drainage Review Assistance $ 25,000.00 CONTRACT AMOUNT 1 $ 25,000.00 1 $ TOTAL CONTRACT AMOUNT $ 25,000.00 TOTAL CONTRACT AMOUNT TO DATE(including amendments) $ 25,000.00 STORM DRAINAGE FLOODPLAIN TOTAL CONTRACT REVIEW DESCRIPTION OF WORK THIS INVOICE PREVIOUS AMT. NUMBER INVOICES REMAINING FP01 Floodplain Permit Review No. 1 Name $ $ - $ FP02 Floodplain Permit Review No.2 Name $ $ - $ FP03 Floodplain Permit Review No.3 Name $ - $ - $ FP04 Floodplain Permit Review No.4 Name $ _ $ - $ FP05 Floodplain Permit Review No.5 Name S - $ - $ FP06 Floodplain Permit Review No.6 Name S - $ - $ FP07 Floodplain Permit Review No.7 Name S $ $ FP08 Floodplain Permit Review No.8 Name $ $ $ FP09 Floodplain Permit Review No.9 Name $ - S $ - FP10 Floodplain Permit Review No. 10 Name $ - $ $ FP11 Floodplain Permit Review No. 11 Name $ - $ $ FPxx Floodplain Permit Review No.xx Name $ - $ $ $ $ - $ - $ - List all amendments to date (Do not invoice for additional work until the related amendment has been executed by the cit ) City Secy. Date Amendment No. Description Contract No. Executed by Total Amount for the City y 1 2 $ - 3 $ 4 $ TOTALS $ - TOTAL THIS INVOICE $0.00 Make all checks payable to Freese and Nichols,Inc. Submitted by: Chris Moss,R.E. Project Manager Freese&Nichols,Inc. 4055 International Plaza,Suite 200 Fort Worth,TX 76109 Accounting Representative:Melanie Sissom City of Fort Worth.Texas Attachment B Page 5 of 5 B-5